EX-99.2 3 ex-992xupdated2022x12x31up.htm EX-99.2 Document




Exhibit 99.2
WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
Explanatory Note
Wheels Up Experience Inc. (the “Company” or “Wheels Up”) is furnishing this Exhibit 99.2 to the Company’s Current Report on Form 8-K/A (the “Current Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2023 to reflect the updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA (as defined herein) based on the adjustments as of and for the three months and year ended December 31, 2022 described in the Current Report. These updated unaudited condensed consolidated financial statements and reconciliations of Net loss to Adjusted EBITDA replace the corresponding unaudited financial statements presented in the Company’s press release announcing its unaudited financial results as of and for the three months and year ended December 31, 2022 that was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2023.
Updated Financial Statements and Reconciliations
Financial Highlights
Three Months Ended December 31,
(In thousands, except percentages)
20222021% Change
Net loss$(224,910)$(76,608)194 %
Twelve Months Ended December 31,
(In thousands, except percentages)
20222021% Change
Net loss$(555,547)$(197,230)182 %




WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
December 31, 2022December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents$585,881 $784,574 
Accounts receivable, net112,383 79,403 
Other receivables5,524 8,061 
Parts and supplies inventories, net29,000 9,410 
Aircraft inventory24,826 — 
Aircraft held for sale8,952 18,101 
Prepaid expenses39,715 21,789 
Other current assets13,338 11,736 
Total current assets819,619 933,074 
Property and equipment, net394,559 317,836 
Operating lease right-of-use assets106,735 108,582 
Goodwill348,118 437,398 
Intangible assets, net141,765 146,959 
Restricted cash34,272 2,148 
Other non-current assets78,157 35,067 
Total assets$1,923,225 $1,981,064 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt$27,006 $— 
Accounts payable43,166 43,672 
Accrued expenses148,947 107,153 
Deferred revenue, current1,075,133 933,527 
Operating lease liabilities, current29,945 31,617 
Intangible liabilities, current2,000 2,000 
Other current liabilities18,023 17,068 
Total current liabilities1,344,220 1,135,037 
Long-term debt, net226,234 — 
Deferred revenue, non-current1,742 1,957 
Operating lease liabilities, non-current82,755 83,461 
Warrant liability751 10,268 
Intangible liabilities, non-current12,083 14,083 
Other non-current liabilities3,520 30 
Total liabilities1,671,305 1,244,836 
Commitments and contingencies
Equity:
Class A common stock, $0.0001 par value; 2,500,000,000 authorized; 251,982,984 and 245,834,569 shares issued and 249,338,569 and 245,834,569 common shares outstanding as of as of December 31, 2022 and December 31, 2021, respectively25 25 
Additional paid-in capital 1,545,508 1,450,839 
Accumulated deficit(1,275,873)(720,713)
Accumulated other comprehensive loss(10,053)— 
Treasury stock, at cost, 2,644,415 and 0 shares, respectively
(7,687)— 
Total Wheels Up Experience Inc. stockholders’ equity251,920 730,151 
Non-controlling interests— 6,077 
Total equity251,920 736,228 
Total liabilities and equity$1,923,225 $1,981,064 

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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2022202120222021
Revenue$408,257 $345 $1,579,760 $    1,194,259
Costs and expenses:
Cost of revenue395,627 344,4421,540,325 1,117,633
Technology and development14,804 9,76157,240 33,579
Sales and marketing29,349 24,225117,110 80,071
General and administrative53,331 36,887183,531 113,331
Depreciation and amortization19,074 13,24665,936 54,198
Gain on sale of aircraft held for sale(425)(1,275)(4,375)(1,275)
Impairment of goodwill118,000 —180,000 —
Total costs and expenses629,760 427,2862,139,767 1,397,537
Loss from operations(221,503)(82,242)(560,007)(203,278)
Other income (expense):
Change in fair value of warrant liability1,251 5,6809,516 17,951
Loss on extinguishment of debt— —— (2,379)
Interest income2,058 283,670 53
Interest expense(7,515)(16)(7,515)(9,519)
Other expense, net464 —(1,041)—
Total other income (expense)(3,742)5,6924,630 6,106
Loss before income taxes(225,245)(76,550)(555,377)(197,172)
Income tax expense335 (58)(170)(58)
Net loss(224,910)(76,608)(555,547)(197,230)
Less: net income (loss) attributable to non-controlling interests— (654)(387)(7,210)
Net loss attributable to Wheels Up Experience Inc.$(224,910)$    (75,954)$(555,160)$    (190,020)
Net loss per share of Class A common stock:
Basic$(0.91)$    (0.31)$(2.26)$    (0.93)
Diluted$(0.91)$    (0.31)$(2.26)$    (0.93)
Weighted-average shares of Class A common stock outstanding:
Basic247,834,303 245,370,685245,672,099 204,780,896
Diluted247,834,303 245,370,685245,672,099 204,780,896
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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
WHEELS UP EXPERIENCE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Year Ended December 31,
20222021
OPERATING ACTIVITIES:
Net loss$(555,547)$(197,230)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization65,936 54,198 
Amortization of deferred financing costs and debt discount766 618 
Equity-based compensation88,979 49,673 
Change in fair value of warrant liability(9,516)(17,951)
Provision for expected credit losses8,129 3,264 
Loss on extinguishment of debt— 2,379 
Gain on sale of aircraft held for sale(4,375)— 
Impairment of goodwill180,000 — 
Other1,575 — 
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable(23,946)(21,923)
Other receivables2,537 144 
Parts and supplies inventories(21,693)(3,418)
Aircraft inventory(29,470)— 
Prepaid expenses(3,058)(11,360)
Other non-current assets(41,555)(34,218)
Operating lease liabilities, net(490)(1,949)
Accounts payable(9,702)13,116 
Accrued expenses19,143 14,616 
Deferred revenue103,313 278,827 
Other assets and liabilities(1,715)(2,296)
Net cash (used in) provided by operating activities(230,689)126,490 
INVESTING ACTIVITIES:
Purchases of property and equipment(83,559)(15,234)
Acquisition of businesses, net of cash acquired(75,093)7,844 
Purchases of aircraft held for sale(40,105)(31,669)
Proceeds from sale of aircraft held for sale, net51,208 13,568 
Capitalized software development costs(27,693)(13,179)
Net cash provided by (used in) investing activities(175,242)(38,670)
FINANCING ACTIVITIES:
Proceeds from stock option exercises— 2,107 
Purchase of shares for treasury(7,687)— 
Proceeds from Business Combination and PIPE Investment— 656,304 
Transaction costs in connection with the Business Combination and PIPE Investment— (70,406)
Proceeds from long-term debt, net of discount259,200 — 
Repayments of long-term debt— (214,081)
Loans to employees— 102 
Payment of debt issuance costs(6,727)— 
Net cash provided by (used in) financing activities244,786 374,026 
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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
Effect of exchange rate changes on cash(5,424)— 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(166,569)461,846 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD786,722 324,876 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD$620,153 $786,722 
CASH PAID DURING THE PERIOD FOR:
Interest$— $    11,661
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash consideration issued for business acquisition of Mountain Aviation, LLC$— $    30,172
Assumption of warrant liability in Business Combination$— $    28,219
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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
Non-GAAP Financial Measures
The Company reports certain key financial measures that are not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”). These non-GAAP financial measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to any performance measures derived in accordance with GAAP. The Company believes that these non-GAAP financial measures of financial results provide useful supplemental information to investors, about Wheels Up. However, there are a number of limitations related to the use of these non-GAAP financial measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in Wheels Up’s financial measures. In addition, other companies may calculate non-GAAP financial measures differently, or may use other measures to calculate their financial performance, and therefore, Wheels Up’s non-GAAP financial measures may not be directly comparable to similarly titled measures of other companies.
Definition of Non-GAAP Financial Measure
The Company calculates Adjusted EBITDA as net income (loss) adjusted for (i) interest income (expense), (ii) income tax expense, (iii) depreciation and amortization, (iv) equity-based compensation expense, (v) acquisition and integration related expenses, (vi) public company readiness related expenses, (vii) restructuring charges, (viii) change in fair value of warrant liability, (ix) losses on the extinguishment of debt and (x) other items not indicative of the Company’s ongoing operating performance.
The Company includes Adjusted EBITDA because it is a supplemental measure used by the Company’s management team for assessing operating performance. Adjusted EBITDA is used in conjunction with bonus program target achievement determinations, strategic internal planning, annual budgeting, allocating resources and making operating decisions. In addition, Adjusted EBITDA provides useful information for historical period-to-period comparisons of the Company’s business, as it removes the effect of certain non-cash expenses and variable amounts.
For more information on Adjusted EBITDA and other non-GAAP financial measures used by Wheels Up, see the section titled “Non-GAAP Financial Measures” included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Wheels Up’s Quarterly Report on Form 10-Q, which was filed with the SEC on November 9, 2022.
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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
Reconciliations of Non-GAAP Financial Measures
Adjusted EBITDA
The following table reconciles Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure (in thousands):

Three Months Ended December 31,Twelve Months Ended December 31,
2022202120222021
Net income (loss)$(224,910)$(76,608)$(555,547)$(197,230)
Add back (deduct)
Interest expense7,515 16 7,515 9,519 
Interest income(2,058)(28)(3,670)(53)
Income tax expense(335)58 170 58 
Other expense, net(464)— 1,041 — 
Depreciation and amortization19,074 13,246 65,936 54,198 
Equity-based compensation expense23,140 19,005 88,979 49,673 
Public company readiness expense(1)
— — — 3,298 
Acquisition and integration expenses(2)
5,177 3,695 21,269 8,712 
Restructuring charges(3)
4,215 — 10,380 — 
Changes in fair value of warrant liability(1,251)(5,680)(9,516)(17,951)
Loss on extinguishment of debt— — — 2,379 
Corporate headquarters relocation expense— — — 31 
Impairment of goodwill118,000 — 180,000 — 
Other(4)
8,192 — 8,192 — 
Adjusted EBITDA$(43,705)$(46,296)$(185,251)$(87,366)
__________________
(1)Includes costs primarily associated with compliance, updated systems and consulting in advance of transitioning to a public company.
(2)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(3)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(4)Related to a one-time charge for certain aged receivables and inventory.

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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
The following tables reconcile Adjusted EBITDA to net loss, including the impact of reconciled items on individual income statement expense classifications (in thousands):
Three Months Ended December 31, 2022
GAAP as reportedEquity-based compensation expense
Acquisition and integration expense(1)
Restructuring(2)
Other(3)
Non-GAAP
Revenue$408,257 $408,257 
Costs and expenses:
Cost of revenue395,627 (3,136)(2,410)(34)(961)389,086 
Technology and development14,804 (1,133)— (591)— 13,080 
Sales and marketing29,349 (2,695)— (332)— 26,322 
General and administrative53,331 (16,176)(2,767)(3,258)(7,231)23,899 
Depreciation and amortization19,074 — — — — 19,074 
Gain on sale of aircraft(425)— — — — (425)
Impairment of goodwill118,000 — — — — 118,000 
Total costs and expenses:629,760 (23,140)(5,177)(4,215)(8,192)589,036 
Loss from operations(221,503)23,140 5,177 4,215 8,192 (180,779)
Other income (expense)
Change in fair value of warrant liability1,251 1,251 
Interest income2,058 2,058 
Interest expense(7,515)(7,515)
Other expense, net464 464 
Total other income (expense)(3,742)(3,742)
Income tax expense335 335 
Net loss$(224,910)(184,186)
Add back (deduct)
Depreciation and amortization19,074 
Impairment of goodwill118,000 
Change in fair value of warrant liability(1,251)
Interest income(2,058)
Interest expense7,515 
Other expense, net(464)
Income tax expense(335)
Adjusted EBITDA$(43,705)
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.
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WHEELS UP EXPERIENCE INC.
UPDATED UNAUDITED FINANCIAL STATEMENTS AND NON-GAAP RECONCILIATIONS
AS OF AND FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2022
Twelve Months Ended December 31, 2022
GAAP as reportedEquity-based compensation expense
Acquisition and integration expense(1)
Restructuring charges(2)
Other(3)
Non-GAAP
Revenue$1,579,760 $1,579,760 
Costs and expenses:
Cost of revenue1,540,325 (14,456)(3,060)(34)(961)1,521,814 
Technology and development57,240 (3,180)(591)53,469 
Sales and marketing117,110 (11,009)(332)105,769 
General and administrative183,531 (60,334)(18,209)(9,423)(7,231)88,334 
Depreciation and amortization65,936 65,936 
Gain on sale of aircraft(4,375)(4,375)
Impairment of goodwill180,000 180,000 
Total costs and expenses:2,139,767 (88,979)(21,269)(10,380)(8,192)1,921,968 
Loss from operations(560,007)88,979 21,269 10,380 8,192 (431,187)
Other (expense) income
Change in fair value of warrant liability9,516 9,516 
Interest income3,670 3,670 
Interest expense(7,515)(7,515)
Other expense, net(1,041)(1,041)
Total other expense4,630 4,630 
Income tax expense(170)(170)
Net loss$(555,547)(426,727)
Add back (deduct)
Depreciation and amortization65,936 
Impairment of goodwill180,000 
Change in fair value of warrant liability(9,516)
Interest income(3,670)
Interest expense7,515 
Other expense, net1,041 
Income tax expense170 
Adjusted EBITDA$(185,251)
__________________
(1)Consists mainly of system conversions, merging of operating certificates, re-branding costs and fees paid to external advisors in connection with strategic transactions.
(2)During 2022, we recorded restructuring charges for employee separation programs following strategic business decisions.
(3)Related to a one-time charge for certain aged receivables and inventory.

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